Top Spinners Foundation, a company registered under Section 8, promotes young cricketing talent, selecting boys and girls nationwide through…

Provisions of the Law: (i) Under the second proviso to section 96(2), as introduced for Section 8 companies by Notification G.S.R. 466(E) dated 5th June, 2015, the time, date and place of each AGM of a Section 8 company must be decided by the Board having regard to any direction given by the company in general meeting. A mere suggestion made informally at a general meeting, however, is not itself a binding 'direction', the Board should give it due regard, but is not compelled to act on a non-binding suggestion. On balance, since the members' view was expressed at a general meeting, the Board is expected to give it serious consideration, though it is not strictly bound if there is good reason not to. (ii) The same notification permits a Section 8 company to hold a general meeting on 14 days' notice, instead of the 21 days otherwise required under Section 101(1). A 15 days' notice, being more than 14 days, is valid. (iii) Under section 108 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, a company having 1,000 or more members must provide e-voting facility at a general meeting. Since Top Spinners Foundation has 1,400 members, the decision to offer only physical voting and no e-voting is not valid. Conclusion: (i) The Board is not strictly bound by the members' suggestion on venue, but should give it serious consideration. (ii) The 15 days' notice for the AGM is valid for a Section 8 company. (iii) The decision to offer only physical voting and no e-voting is not valid, as the company has 1,400 members and is required to provide e-voting facility.